SEC 8-K Cyber Incident Trigger
The SEC 8-K Cyber Incident Trigger is a mandated requirement under Item 1.05 of the Securities and Exchange Commission's (SEC) Form 8-K, which compels publicly traded companies to disclose a material cybersecurity incident. This rule establishes a rapid disclosure timeline to ensure investors receive current, "decision-useful" information.
The Disclosure Trigger and Timeline
The trigger for the disclosure obligation is tied to the internal determination of materiality, not the date the incident was discovered or occurred.
The Triggering Event: A registrant must file under Item 1.05 when it determines that a cybersecurity incident is material. The rule defines a "cybersecurity incident" as an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through a registrant's information systems that jeopardizes the confidentiality, integrity, or availability of those systems or the information residing therein.
Materiality Determination: This determination must be made without unreasonable delay following the discovery of the incident. There is no specific deadline for this determination, but any delay must be justified.
The Deadline: Once the company determines the incident is material, it must file the Item 1.05 Form 8-K disclosure within four business days of that determination.
The Standard of Materiality
Materiality is determined consistently with the Supreme Court standard used across securities laws: information is material if a reasonable investor would consider it important in making an investment decision, or if it would have significantly altered the "total mix" of information available.
The assessment should not be limited to financial impact alone but must consider all relevant quantitative and qualitative factors.
Key Materiality Factors to Consider
Operational Impact: Disruption to business operations or financial reporting integrity.
Reputational Harm: Effects on reputation, customer, or vendor relationships.
Competitive Harm: Impact on the company's competitiveness.
Legal/Regulatory Risk: The possibility of litigation or regulatory investigations by governmental authorities.
Nature of Compromise: The theft of intellectual property (such as trade secrets) or a large volume of sensitive data.
Required Disclosure Content
The Item 1.05 Form 8-K must disclose the following information about the material cybersecurity incident, to the extent known at the time of the filing:
The material aspects of the nature, scope, and timing of the incident.
The material impact or reasonably likely material impact on the registrant, including its financial condition and results of operations.
Suppose the full impact is not determined or unavailable at the time of the initial filing. In that case, the registrant must include a statement to that effect and then file an amendment to the Form 8-K within four business days of when the remaining required information is determined or becomes available.
National Security Exception
The only exception that delays the four-business-day filing deadline is if the U.S. Attorney General determines that immediate disclosure poses a substantial risk to national security or public safety. The Attorney General must notify the SEC of this determination in writing for the delay to be effective.
ThreatNG directly assists a public company in meeting the requirements of the SEC 8-K Cyber Incident Trigger by providing continuous, objective, external intelligence to make the materiality determination without unreasonable delay. The core of ThreatNG’s contribution is converting raw external data into actionable risk context, which is essential for legal and executive teams to meet the four-business-day filing deadline once materiality is determined.
External Discovery and Continuous Monitoring
ThreatNG performs purely external unauthenticated discovery to map an organization's digital attack surface, observing the environment exactly as a threat actor would. This enables continuous monitoring of all external assets.
Example of ThreatNG Helping: An attacker compromises an unknown, externally exposed server. ThreatNG’s continuous monitoring flags this server—previously undetected by internal tools—as having new Exposed Ports and Vulnerabilities on Subdomains, based on its Subdomains intelligence. This immediate, external identification of a compromised asset is critical information needed to start the materiality clock, as it confirms an "unauthorized occurrence".
External Assessment (Security Ratings)
ThreatNG’s security ratings (A-F) provide objective, continuous assessments that immediately quantify the potential impact of an incident—a key factor in materiality determination.
Data Leak Susceptibility: A sudden, sharp drop in this rating would be a primary indicator of a potentially material incident.
Detailed Example: If a company discovers an incident, ThreatNG can show that the Data Leak Susceptibility rating has plummeted from 'A' to 'F' due to newly uncovered Cloud Exposure (an exposed open cloud bucket). This finding objectively points to a high likelihood of a large volume of sensitive data being compromised, instantly flagging a strong qualitative and quantitative materiality factor.
Breach & Ransomware Susceptibility: A high score here, combined with an active event, suggests severe operational disruption.
Detailed Example: The rating is based on findings like Compromised Credentials and Ransomware Events. Suppose the Ransomware Susceptibility report is run immediately and shows a new Ransomware Event tied to exposed private IPs. In that case, this provides evidence of a threat actor jeopardizing the integrity and availability of systems, which constitutes a material operational impact.
Investigation Modules
The Reconnaissance Hub and its modules allow security teams to quickly gather the "material aspects of the nature, scope, and timing" required for the Form 8-K filing.
Sensitive Code Exposure: This module can quickly confirm the compromise of highly sensitive, material information.
Detailed Example: A brief investigation can use this module to scan public repositories and determine if the unauthorized occurrence resulted in the exposure of trade secrets or intellectual property (a major qualitative materiality factor) in the form of Potential cryptographic private key files or application Configuration Files. This rapid confirmation helps meet the "without unreasonable delay" standard for materiality determination.
Sentiment and Financials: This module helps gauge the external impact and the precedent for disclosure.
Detailed Example: When assessing whether an incident constitutes material reputational harm, the security team can immediately review the module for organizational-related Lawsuits, Negative news, and, especially, recent SEC Filings of Publicly Traded US Companies. If a competitor recently filed an 8-K for a similar incident, it provides crucial precedent for the impact on the "reasonable investor".
Intelligence Repositories
The DarCache repositories provide contextual data to prioritize and assess the threat's severity properly.
DarCache Vulnerability (KEV/EPSS): This intelligence determines the sophistication and likelihood of exploitation.
Example of ThreatNG Helping: An attacker compromises a system through a known vulnerability. The use of DarCache KEV confirms that this vulnerability is actively exploited in the wild. This confirmation of an immediate and proven threat elevates the risk severity, supporting the decision that the resulting incident is material due to the high likelihood of cascading impact.
DarCache Ransomware: If the incident is a ransomware event, this repository tracks over 70 ransomware groups, including LockBit and Akira. This quickly confirms the nature and scope of the actor, informing the disclosure content.
Complementary Solutions
ThreatNG's external threat data can be used in conjunction with other security and governance solutions to automate and expedite the materiality decision and reporting process.
Governance, Risk, and Compliance (GRC) Platforms: ThreatNG's External GRC Assessment feature maps findings to frameworks like NIST CSF and GDPR. This compliance-specific data is crucial for GRC tools used in the materiality decision process.
Example of ThreatNG and Complementary Solutions: ThreatNG finds a major gap in third-party security oversight, flagging it against PCI DSS controls via the External GRC Assessment. This data is pushed to a GRC platform, which automatically triggers a workflow to notify legal counsel of a compliance failure, initiating the 4-day 8-K countdown due to the high probability of material fines or litigation.
Security Monitoring (SIEM/XDR) Systems: ThreatNG's external intelligence, particularly from the Dark Web and Compromised Credentials findings, feeds high-confidence threat data into SIEMs.
Example of ThreatNG and Complementary Solutions: ThreatNG detects a material volume of Compromised Credentials associated with the organization's domain. This finding is sent to the SIEM, which uses the data to correlate against internal access logs rapidly. Suppose the SIEM confirms that a compromised credential was used for unauthorized access. In that case, the combination of ThreatNG's external discovery and the SIEM's internal confirmation provides definitive evidence to meet the Item 1.05 Trigger.
